Grounds for Dissolution

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This week’s New York Business Divorce highlights a fascinating case involving a chain of walk-in airport spas known as XpresSpa, in which Justice Melvin Schweitzer recently ruled that the structuring of a capital investment by a private equity firm triggered a dissolution of XpresSpa’s parent company under the terms of its operating agreement. …
Continue Reading Transfer of LLC’s Assets to Subsidiary Triggers Unintended Dissolution

A recent decision by Justice Marcy Friedman draws attention to a somewhat rare breed of minority shareholder oppression involving the controlling shareholder’s repudiation of the petitioner’s stock ownership. It’s a case you won’t want to miss, in this week’s New York Business Divorce.
Continue Reading Is Denial of Shareholder Status Shareholder Oppression?

If until now you haven’t encountered a case involving the “equitable” dissolution of a partnership, join the club. Find out more in this week’s New York Business Divorce which highlights a recent decision by Justice Stephan Bucaria in a 10-year litigation among the general partners of several limited partnerships governed by the outmoded Uniform Limited Partnership Act. …
Continue Reading Equitable Dissolution of Limited Partnerships

Does the petitioner’s bad faith matter in a deadlock dissolution case when the relationship between the 50/50 owners has broken down irreconcilably? Justice Vito DeStefano recently tackled the question in Feinberg v. Silverberg in an important ruling that is likely to be cited in other cases. Read more in this week’s New York Business Divorce.
Continue Reading Is Bad Faith a Defense in Deadlock Dissolution Proceedings?

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest by Justices Orin Kitzes, Stephen Bucaria and Ellen Coin featuring involving exclusion of a minority LLC member seeking dissolution, a request for injunctive relief pending the trial of a corporate dissolution case, and a cmplaint seeking profit share following the revocation of an LLC membership purchase agreement.
Continue Reading Summer Shorts: The Excluded LLC Member and Other Decisions of Interest

For a variety of reasons, many closely-held corporations in New York and elsewhere choose to incorporate in Delaware. A Delaware Chancery Court decision last week, in Blaustein v. Lord Baltimore Capital Corp., serves as a good reminder of the perils of Delaware incorporation to minority shareholders. Learn more in this week’s New York Business Divorce.
Continue Reading Who Wants to Be a Minority Shareholder of a Delaware Closely-Held Corporation?

A recent New Jersey appellate ruling upheld the expulsion of an LLC member whose conduct, even if not wrongful, almost caused the collapse of the business involving an overseas medical school. Read more in this week’s New York Business Divorce.
Continue Reading “But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member

This week’s New York Business Divorce features brief summaries of a handful of noteworthy court decisions that escaped my attention last year, including a pair of decisions involving deadlock and oppressed minority shareholder disputes, and another pair of decisions involving receivership applications.
Continue Reading Some Winter Case Notes

The purpose clause in an LLC’s operating agreement can be an important factor in judicial dissolution cases, as illustrated in Justice Denise Sher’s recent decision in Vella v. JP&F Realty Holdings, LLC. This week’s New York Business Divorce has the story.
Continue Reading LLC Dissolution Case Tests Limits of Operating Agreement’s Purpose Clause